Capped Accelerated Share Repurchase Transaction Sample Contracts

AMENDMENT
Capped Accelerated Share Repurchase Transaction • February 16th, 2016 • Express Scripts Holding Co. • Retail-drug stores and proprietary stores

The parties have previously entered into a Capped Accelerated Share Repurchase Transaction dated as of April 29, 2015, (the “Confirmations”). The parties have agreed to amend the Confirmations in accordance with the terms of this Amendment (the “Amendment”).

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Capped Accelerated Share Repurchase Transaction
Capped Accelerated Share Repurchase Transaction • February 26th, 2016 • Express Scripts Holding Co. • Retail-drug stores and proprietary stores • New York

The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the Transaction entered into between Morgan Stanley & Co. LLC (“Dealer”) and Express Scripts Holding Company (“Issuer”) on the Trade Date specified below (the “Transaction”). This confirmation constitutes a “Confirmation” as referred to in the Agreement specified below.

Capped Accelerated Share Repurchase Transaction
Capped Accelerated Share Repurchase Transaction • May 5th, 2015 • Express Scripts Holding Co. • Retail-drug stores and proprietary stores • New York

The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the Transaction entered into between Morgan Stanley & Co. LLC (“Dealer”) and Express Scripts Holding Company (“Issuer”) on the Trade Date specified below (the “Transaction”). This confirmation, together with any Trade Notification substantially in the form of Exhibit I hereto which references this Confirmation and which shall supplement, form a part of, and be subject to this Confirmation, constitutes a “Confirmation” as referred to in the Agreement specified below.

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